Rarity's Best Makeover

by SwiperTheFox

Rating: teen
Tags: Alternate Universe, Human, Original Character, My Little Pony: Friendship is Magic, Rarity, Random
Length: 5053

Rarity makes over her male human assistant for a same-sex ballroom dance, and love blossoms.

After Rarity rescued you from the Everfree Forest and nursed you back to health, you have served loyally as her assistant. Humans in Equestria seem to be a far more common thing that you'd first thought, and life has seemed pretty good albeit also pretty boring. However, Rarity comes in one day to tell you that she's signed up for a same-sex ballroom dance that she cannot miss, but her human partner has skipped out at the last moment. Thus, she has turned to you.

Although you're not really that keen on being dressed up and made out like a woman, you can't say "no" to a date with someone you love as much as Rarity. You hope that cross-dressing will at least be fun, and maybe Rarity will reward your open-mindedness later on, as the party breaks up.

This is rated 'teen' for 'not yet'. Thanks for reading. Please be warned that I wrote this with my brains partly turned off.

Published 2012-08-17 23:24:01 UTC
Last updated 2012-08-17 23:24:01 UTC

The First Part

“A same-sex couples dance?”

Rarity nods. You lean back, rubbing your legs against each other. You slump your copy of The Canterlot Times onto the nearby end table and glance around the reception room for a moment. Even though you’ve worked alongside that pretty unicorn mare for days and days— drinking in her love and tenderness ever since she found you unconscious atop a tree right outside the Everfree Forest and brought you back to Ponyville— you still have a hard time getting inside her odd little inner world.

Rarity’s mind works in mysterious ways. She often reminds you of one of those classic film noir femme fatale types. At any rate, working as her assistant has seemed like a dream, and most of the ponies have taken to you just as they had to the numerous other humans popping up like daises recently.

“That’s interesting,” you say, leaning back in your chair. Business has seemed far from booming over the past week, with just the occasional customer coming in once and a while, and going out on break with Rarity sounds like a great idea. Her oddly emotional expression, with strands of her hair standing on end, still gives you pause though. “I’m up for it. I’d be happy to be your date.”

“That’s fantastic!” Rarity hollers, trotting over from her spot besides the door to her boutique and sitting right beside you. One of her delicate, warm hooves rubs against your right hand, making you skip a breath. “There’s just— ah— one catch.”

“Catch?” you repeat.

“I’ve promised them time and time again that I’d be bringing a woman with me. I've bragged about it rather shamelessly, actually. I'd be the first one to do so.”

“A-ha,” you murmur, scratching your chin.

“And I’ve tried,” Rarity says, slinking down and plopping her body upon the floor. “I’ve tried and tried so hard to find a woman that would go with me, but no single human that I’ve asked has been willing. Finally, Melissa agreed a few days ago, but she dropped out at the last moment earlier today.” She closes her eyes and wiggles her head from side to side, shifting her long, flowing blue mane about. “So, instead of getting a woman to go with me—”

“I don’t really like where this is going,” you mutter, standing up and tapping your hands upon your plain gray shorts.

She sits up, pulling her mane down around her shoulders and gazing right in your direction. Her eyes seem big as dinner plates. “I could bring you, but you—as a woman—”

“Cross-dressing,” you finally spit out. “You’ll make me out as a girl to go to the lesbian dance with you.”

Rarity shakes her head up and down as she makes a small, hopeful grin. She appears so lost and so overcome. She looks right at you— positioning you in her eyes as some kind of a savior to rescue her.

“I, ah,” you begin, pausing immediately. Memory after memory flashes through your mind of Rarity’s love and tenderness. Carrying you on her back, body totally weak and mind dazed from your interplanetary trip to Equestria, she had brought you to Nurse Redheart for emergency aid and volunteered in just a second to care for you as you recovered. "Well, it would be weird, to say the least."

You picture her feeding you soup in her bed as your feet and legs heal, tugging the blankets gently up your sides. Images of her petting the various lost squirrels and other animals atop her boutique roof coat your senses. You shut your eyes tightly. How many times have I dreamed about dating her? Going that far? If only she didn’t treat me like a mere assistant, someone like Spike… if only she could see 'me' for 'me'.

“Will you, please?” Rarity asks in a wonderful, sing-song voice.

You take a very deep breath, sucking in air, and you nod.

“No time to lose!” Rarity exclaims. Just in the time that it has taken you to blink, Rarity has already trotted around your legs and tugged you out of her reception room. You break from her hooves' grip to duck into a doorway and appear inside one of her huge fitting rooms. She has so many of these rooms in the middle of her boutique— finished dresses, pieces of fabric, all kinds of various fashion accouterments, and goodness knows what else propped up on the walls around you. Feeling disorientated, you slump up against one of the pony-shaped mannequins behind you.

“It’s so absolutely marvelous that you’ll let me dress you up, darling,” Rarity calls out as she skips her way around her boutique. You sheepishly produce a half-smile as you follow several feet behind. “You won’t regret it for one second, that’s for sure.”

“That’s fine,” you say without really thinking.

“As they say on your human planet,” Rarity says, putting a dainty touch on those last three words that make it clear how she enjoys having an extraterrestrial visitor to her shop, “you can be my ‘Barbie’. And I’ll get you looking as brilliant as one of the Princesses for our date tonight. I promise.”

You see a smooth white blur around you, and— before you can ever really think— you find yourself gently led onto a humongous black swivel chair. Gazing forwards at the massive setup— a shiny mirror with diamond-like tiny lights coating the edges resting atop a glitter-covered desk with numerous small light brown shelves crammed full of beauty items— you open your mouth to say something back. Nothing comes out. Is it just that I can’t say ‘no’ to that pretty unicorn? You trail Rarity’s fluffy blue tail as it wags in the air behind you, and you fight a blush.

"Alright,” she says, hopping about to the side and magically sliding over a small white dresser. “Let’s start right at the very beginning, shall we?” Her words just seem to bubble up through the air from sheer happiness.

You ease a little bit back in your chair, still not quite coming to grips with what you’ve just agreed to. You close your mouth and tap your legs against the floor as you watch Rarity peek from drawer to drawer. She suddenly makes a happy squeak.

“So, my human friend— my wonderful human date,” Rarity murmurs, sliding over on the floor right in front of you. “What about—” She pulls out a hoof from her back and holds up a cottony bright something. “Frilly pink panties?”

You take a gulp before nodding. You pause, thinking things over a bit more. Might as well get more into it… I guess. “They look maybe a little on the small side,” you reply. Rarity steps over a little bit closer to you, eyes over your midsection. “So, how about something with both form and comfort, you know? Like… ah…” You think back to various websites of the ‘teens-no-rules’ and ‘hotties-r-us’ variety that you spent hours upon hours browsing back on earth.

“Maybe,” Rarity begins, magically scooting the dresser over and looking back at the bottom drawers.

“I know!” you exclaim, and Rarity watches your every move intently. “I really like it when the girls have those kind of medium-ish sized panties… you know, the ones with the light pink and solid white stripes that lead to comfy looking pink lace all around the edges.” You take a gulp for a second, seeing wheels turn in Rarity’s mind, and you finish your thought. “Those panties look really pretty the way they layer the colors together. And the softness from their reasonable size, complete with a cottony-blend, as well as the tender lace seems like it would feel really damn good against your bare skin.”

Rarity smiles widely before bouncing to the side and making for another, even smaller dresser in the corner of the room. For your part, you feel taken aback at what you’ve just said. You close your eyes and rub your temples for a moment. You open them again to find Rarity just mere inches from your face, holding up the panties of your fantasy— every last little detail right— before your gaze.

“Awesome,” you murmur. “I can’t, ah, wait to… put it on…” You blink nervously.

“Now, then,” Rarity went on, turning herself around in a way that made her tail rub all around your leg. You reflexively shivered from the amazing touch. “It’s time to keep on moving. Pantyhose?”

“Thick, strong, and long,” you remark, looking down at your big, hairy legs. “Were we going to—”

“Shave your legs?” Rarity interjects, already knowing your every move. She makes a half-giggle as she gazes at your worried facial expression. “Why, of course we are! You won’t make a particularly good ‘girl’ with legs like that, darling!”

Magic doesn’t work on humans or even right in the same area where humans are, so you wonder how exactly Rarity thinks she’ll get all of those coarse, thick hairs off. You look down as you slip off your shirt, your mind suddenly going to your chest hairs. You start to feel scared. Oh… my… God…

“Oh, you,” Rarity says, stepping over behind you and waving a hoof idly in the air. “I’ve got high-strength creams that will peel all of those hairs off as easily as taking off a sticker on a foal’s coloring book.” She sniffs the area around your shoulders. “And, perhaps more importantly, I have creams to meld that ‘man-musk’ into something far more delicate and feminine.”

“Okay,” you meekly reply. Your plain white shirt slumps over onto the floor. Glancing backwards, you watch Rarity drag an already half open suitcase-like container with black, brown, and gray leggings of various kinds crammed inside. “So…”

“Please,” Rarity says, flipping the container open and eyeing everything inside with the intensity of a secret agent looking through his electronic gadgets. “Tell me exactly what you want.”

“I…” you begin, feeling oddly relaxed for some reason. “I really like it when girls, ah, have the greyish leggings. The ones that are loose-ish. It’s kind of a turn-on, I think, to have the leggings where they get torn kind of. It shows how badly you get in the mood.”

“This color?” Rarity asks, holding up a dark brown and dark greyish color blend.

“Nah, too dark,” you reply, “something more with a hint. You know? More seductive.”

“This one?” She holds up another baggie full of pantyhose.

“Nah. It’s got too much of a golden tint to it. I like golden auras to outfits, don’t get me wrong, but I don’t want to look like a gold statue or anything.”

“Here we are!” Rarity calls out. She holds up like an idol a set of slate gray leggings with a golden hue throughout them.

“Fabulous!” you exclaim.

Rarity chuckles before placing the leggings atop your panties. You find yourself staring at your reflection in the mirror. Tingles seem to pass across every inch of your body. Did I really just say ‘fabulous’? Me? Just now?

“I’m making a girl out of you already,” Rarity comments, making a gigantic smile from cheek to cheek. “Now, then, what about your skirt?”

“Skirt,” you repeat, looking up at the ceiling and zoning out a bit. What the hell? You only live once. I might as well give this my all. “I like that ‘professional’ look. You know, I like those blackish skirts that are kind of spacious and short-ish while still giving room for your undersides to breathe. I like the look that… you ever go to Nordstrom?”

Rarity looks back at you blankly. You cough for a second.

“Oh, right, different planet,” you say, “ah, anyways… I like this short frilly look where the skirt is unlined and has black ruffles. And it’s reserved, you know? The skirt that a professional newscaster would wear while covering an awards ceremony is what I’m looking for?”

Rarity bucked back on her hind hooves and made a joyful squeak. She turned around and clopped her front hooves in anticipation before hopping back somewhere behind you. “I know just the thing! I made it for Twilight Sparkle initially during her cousin’s college graduation, but she couldn’t get into it at all— insisting on something more, well, kitschy in my honest opinion.”

“Sure…”

“And I would be so happy to adapt her dress for you— making both of us belles of the ball,” Rarity went on, magically tossing pieces of fabric and half-finished dresses about in the air above her before spotting something in the opposite corner of the room. You glance over at your reflection for a moment before she bounces back over to your mirror and thrusts her special dress over you. You shift a bit in your spot for a moment, taking a big breath. The fancy fabric looks pretty good on you or so your happy reflection seems to show. “Well? What do you think?”

Your hands move up along the smooth ruffles along the pretty black skirt by instinct. Before you can ever really think it over, you’ve brushed the comfortable fabric against your legs and smiled. You then freeze. What… where… You blink. “Rarity, where the hell are my shorts?”

“I took the liberty of removing them, you silly,” Rarity replies with a small laugh, “I can’t very well tell what works with you with them on.”

You open your mouth, about to ask how Rarity could have such a fast and light touch to take them off without you noticing, but you stop as she flies away to the corner of the room once again. A white blur hops around stacks and stacks of shoes upon various metal stands. “Hey!” you scream over. “I’m not wearing any goddamn high heels!”

Rarity sticks out a hoof and waves it about in what you assume is an ‘okay’ gesture. Her tail flops against the wall as she glances at spot after spot, hunting for just the right piece. You watch her wiggling flanks and tail for a second before snapping yourself into focus once again.

“Not a chance in hell!” you call out. “Give me pumps. Give me low heels. Okay? And they need to be the same black color with maybe a hint of that gold tone I was talking about and—”

Rarity hops over right in front of you, making you bounce back in your seat. She makes such incredibly adorable, angelic eyes as she holds up two sharp black low heels. Although folded out for hooves rather than human feet, something that you assume she can fix in a matter of minutes, they look simply perfect. You smile, a gesture which she eagerly reciprocates

“What next?” you ask. You feel really into it. Whatever hesitation you had had has vanished, and giving into the naughty, tingling sensations rippling around your skin at the thought of such flagrant public cross-dressing feels so incredibly nice.

“Lipstick,” Rarity replies, yanking open one of the drawers in front of you underneath your mirror. Both of you gaze down at the arrays of brightly colored tubes.

“Princess Luna,” you begin, scratching your neck idly.

“Yes,” Rarity says, having at least an inkling of where you’re going with this.

“She has this lipstick called ‘Bite of Love’ or something like that, right?” You take a gulp, thinking back to gossip that you’ve picked up from various stallions as you’ve walked across the town square. “Girls put it on, and then— when they kiss their guy or their girl— there’s this sparkly bluish black mark left over from simmering magic. It looks so beautiful as well— what with the darkish blue tone that seems so mysterious over a girl’s lips and makes them, like, so full.”

Rarity brushes up against the side of your chair, arching her back and turning her head over. You gaze at her amazingly pretty face for a long moment. “Oh, darling, so are you saying that you want to brand me like one of your planet's cattle? Is that it?” She makes a playful flick of her eyelashes with her faux indignation.

“Not that… that seriously…” you sputter, feeling sweat pooling across your temples for a moment.

“I’m very sorry, my wonderful date,” Rarity replies, “but magic doesn’t work on humans or in very close proximity to humans. Remember?” She drills down the fact by lighting up her horn and failing to pick up a hairbrush on the counter. She takes a few steps away from you and tries again, managing to lift the item over onto her back. “So, no magical lipstick.”

“Okay,” you reply, feeling a bit deflated. You look back into the drawer full of lipsticks. Rarity surely has far more elsewhere in her boutique, but you already feel overcome by the options. “I like that same color I just mentioned. Maybe—”

Rarity, totally in queue with your thoughts, picks up a shiny blue container and holds it up against your face. You close your eyes and let her apply the lipstick. You taste a wonderful blueberry aura, and you try your hardest to keep from licking your lips. Rarity swoops her mane over your forehand, her mane and your short, coarse hair rubbing and touching all over for a glorious moment.

“There we are,” she says. “Take a look at yourself, please.”

You lock eyes with the other you in the mirror. Rarity poises her head besides your shoulder and looks out as well, making a goofy, teasing expression. “Great,” you murmur, loving that inky black goodness with subdued shades of blue and gold on your lips.

“Alright, darling, we now need to find the right top and the right jewelry. Then, there’s the wig. Then, there’s the makeup.” You pull out a drawer filled with various pieces of eyeliner and eye-shadow to your left as you listen. “Hair removal across your body and a slight feminization of your voice can be done by my high-strength hormonal creams.” She steps around from dresser to dresser around her fitting room. “Actually, let’s get started on that last part right now.”

“Sounds fantastic,” you reply. You relax in your seat and lean back—just wondering what kind of woman you’ll look like when Rarity gets finished with you. You hear a rubber something being stretched, and you turn to the right, seeing Rarity tugging thick white gloves over her hooves. She shifts around a few objects in a nearby big gray cabinet.

“This will feel rather, well, unusual. But it should be the good kind of unusual,” Rarity says.

You brace your arms against the sides of the chair. She pops the top off of two large, yellow and gold striped bottles and holds them over your chest. A strong smell of something like vanilla ice cream mixed in with rusting metal on an old car wafts over your body. Your reflexively shut your eyes once again, and you feel her nudging the creamy stuff along your chest onto your arms, legs, feet, and everywhere else.

Freezing cold goo sticks onto your hair all across your body. You can’t put the sensations into words— feeling almost like taking a bath in perpetually frozen ice cubes while fresh ice cream gets poured down your nose, mouth, and ears. Your body cries out at your senses for it to shiver, but you seem totally immobilized.

“Just give it about a hundred fifty seconds or so,” Rarity says somewhere over you. “And I’ll take care of everything. Just sit back and try to relax.” Her soothing, seductive voice brings a deep warmth through you. “Try not to speak until later. I’ll give you a spray to finish the lightening of your voice. Again, don’t worry.”

You can’t believe it, but you feel her kissing you on the forehead. The creamy sensations rippling around your skin amplifies Rarity’s kiss in way that makes it feel like a bolt of sheer electricity into your head. A light moan seeps out of you, although you try your best to stay quite like she wants.

“It means a whole lot to me— more than you can imagine and more than I can explain to you right now— for you to do this for me tonight,” Rarity goes on. “You’ll deserve— and you’ll get, I promise you— a big reward.”

She steps away from you, yanking open various drawers and arranging various beauty items. Your head jiggles a bit as the creamy, cold feelings get more intense. You hear her turn back and lower her voice once again.

“Big reward.”

To Be Continued…

The Second Part

“How the hell do women wear these damn things?” you say, balancing in place as every last inch of your feet seem to fight the heels. You grip your hands against the receptionist’s desk, stopping for a moment to marvel once again at how hairless, light, and smooth they look, before making a low groan. Dammit. They’re not even high heels. It’s just so weird— like there are little gremlins in the bottom of my leggings or something… Your right hand shoots down behind your back, nudging against your frilly black dress, as you try to get back your center of balance.

“Watch your language, my dear date,” Rarity says, popping up behind the desk counter as she cracks a sly grin. “That reminds me of a very important thing. It’s not enough to make you a woman on the outside. What’s on the inside— the proper attitude and appropriate class— matters even more.” Rarity rubs her front hooves upon her chest and lets her long, luscious mane drip over the counter.

“How the gosh-darn heck do women wear these blasted things?” you say, putting on a bit of an air as you lean off of the counter. Rarity nods at your choice of words as you breathe a small side of relief. It’s just a matter of balance. Be aware of where you are at all times. That’s the secret of heels.

“Your voice sounds marvelous as well, sweetheart,” Rarity remarks before hopping off of her chair. “Why, I dare say that you’ve acquired a soft, wandering sort of feminine hilt, noticeable in your every word.”

Your left hand reflexively rubs up your neck as you close your eyes, trying to focus as you rattle off part of the alphabet. You sound different to yourself as well— a moderate sort of feminization feeling about the same as taking three shots of tequila before getting a hard kick to the groin. You take the thought of all the feminine hormones seeping through your veins at every moment and shove it as deep into your subconscious as you can. You can still at least sort of feel your Adam’s apple, at least.

“You like the makeup?” Rarity asks, moving over behind you and sitting behind you right between your legs.

“Yes, yes, I love it,” you say, looking over at your reflection in the large mirror in the corner of the receptionist room of Rarity’s boutique. Eyes moving across your fancy, long dark brown wig to your subdued eyeliner and the delicate layers of makeup along your face, you can barely recognize yourself.

“All of it?” she asks with a wanting, almost hungry sounding voice.

Wow, this really means a lot to her. How many times and how many different ways can I say that ‘I love it’? You admire your wonderful dark blue cotton tunic dress as your fingers rub up the sides. The lace trim sleeves seem to glow with this sensual allure that you love, and the smooth, calm color tones give the feeling of a midsummer night’s walk in the moonlight. “Rarity, I…” you begin, taking a gulp. “I really am so happy about it.” You make a deep, warm smile at the other, feminine you in the mirror.

“You look ‘happy’ in more ways than one, apparently,” Rarity quietly remarks, stepping a little bit closer behind you.

“Hey!” you exclaim, twisting your body around and turning several shades of red as you shove your shirt downward. Rarity slides a few inches away behind you away from your legs. “Eyes up here, sweetheart!” You scrunch your face as Rarity holds a hoof against her cheeks, trying her best not to burst out laughing.

“Well, darling, you’re taking to being a woman just fine,” Rarity replies. She stops for a moment, forcing down a torrent of snickers, and she locks eyes with you. Her warm expression already puts you at ease.

“Sure,” you meekly reply, running your right hand through your long, shimmering wig.

Rarity turns around, shifting her flanks as she moves in the seductive, teasing way that she has always used on you, and heads into a side room. “And your panties look absolutely lovely, my date,” she calls out as she ducks into a door.

You feel yourself turning as red as Big Mac for a moment. Rarity fumbles about off in the other room, and you sigh. You step over to the windows to her boutique as your hands straighten out your skirt a bit more. I have to admit it, and Rarity’s totally right. Panties feel a thousand times better than anything that they sell to stallions, human guys, and the like. You rub your right hand against the back of your dress and marvel at the intense comfort.

Rarity seems to be taking her time. You hardly care; you just gaze at the various ponies walking about one of Ponyville's big long streets. A tall brown unicorn ushers his two foals into a restaurant. Two short, stubby green and white mares take their time examining a set of dandelions while sitting in an old-looking wooden bench. The sun sets ever so slowly in the distance, providing such a wonderful scene like something out of a Renaissance painting.

“If only I could stay here forever,” you mutter. Twilight and several other official-ish ponies have insisted that you can’t for some horribly odd set of bio-chemical reasons, something about magical radiation eventually cooking your body like a hot pocket in a microwave, but you’ve never paid much attention to that. The various shops and homes along the street with their clean, neat roofs and picturesque chimneys standing atop the bright colored walls and fluffy shrubberies all look better than a dream. “But that wouldn’t be the main thing I’d stay here for…”

“The main thing of what, darling?” asks that familiar, soft voice from behind you. You turn around, and you smile from cheek to cheek. Rarity seems to absolutely shine like a celestial body. Golden stripes, thatches, and other shimmering pieces decorate all along her airy, flowing black dress -tinted dress. From her fancy necklace to her sparkling earrings and everything in between, she looks just like a figure from some glamorous Hollywood movie.

It finally hits you. She’s made herself up like a star and you like a moon. Her bright, glamorous gold and black colors complement your soothing dark blue auras in such a brilliant way. She wants to keep you around her, locked in her orbit with her adorable eyes always focused on you.

“What I’d stay here for,” you whisper, speaking so quietly that you can’t even hear yourself, and you hold out your right hand. She smiles for the umpteenth time as your fingers nudge over her hoof.

“We should go ahead and head out the door, Autumn,” Rarity says, “mustn’t be late.”

“Autumn?” you ask back as you lead her over to the door and push it completely open.

“Well, of course, I can’t use your real name at the lesbian ball,” Rarity replies, making a short, airy laugh. She slips her hoof out of your grasp as she steps out into the Ponyville streets. “In fact, they don’t even let males in there in the first place, regardless of race… or planet.” She makes a pretend punch at your direction as you follow her.

“No males,” you repeat. She simply nods her head for a second before leading you down towards the fancier part of Ponyville. You glance about at the various ponies on the other side of the cobblestones. A few of them give friendly waves while most simply treat you as part of the scenery. Well, at least I can take comfort in the fact that my cross-dressing cover seems pretty solid. And there’s nothing wrong with ‘Autumn’. It sounds like a folk rock singer-songwriter’s name or something, maybe.

“As I said before, Autumn,” Rarity says, taking in the amazing sunset as she walks, “they’ll be a short dance to some brilliant music. Refreshments will be served and some short, simple contests will be held. All you need to do is accompany me. You’ll hardly need to say much more than ‘hello’ and your name, I believe.”

“No males,” you repeat once again. A thick, sludge-like sensation starts to ripple up through your stomach. You anxiously feel your legs rubbing up closer together, your skirt hugging your body tightly.

“Yes?” Rarity seems oblivious to your inner tension. The small, cozy looking nightclub, surrounded with Romanesque columns and intricate geometric patterns on the walls, rises up ahead as you both walk.

“So, if I get found out,” you say, seeing Rarity point out the nightclub off in the distance, “I’ll have an army of bloodthirsty lesbians coming after me?” You think about your most sensitive parts of your male anatomy, tucked safely inside your pink and white striped panties but still highly vulnerable if somepony managed to sneak a peek.

“Oh, darling, please!” Rarity exclaims, turning around and facing you. “They’ll be extremely angry, no doubt, but one would hardly label them ‘bloodthirsty’ in said situation.” She slides her body over to the side and waves her mane around, a bemused expression going over her charming face. "We'll cross that bridge should we get there, alright?"

"Alight," you let out in a girly squeak. Rarity poises besides the large sign labeled 'The Mattachine Club' and gestures you inside. You close your eyes and feel your heart race, moving forwards like a toy solider at her command. You take a nervous gulp and straighten up your skirt.

"Welcome to the world of the feminine..."

To Be Continued…